お知らせ • Jun 23
Tilray Brands, Inc. (NasdaqGS:TLRY) completed the acquisition of HEXO Corp. (TSX:HEXO).
Tilray Brands, Inc. (NasdaqGS:TLRY) entered into a definitive arrangement agreement to acquire HEXO Corp. (TSX:HEXO) for $50.3 million on April 10, 2023, Under the terms of the transaction, HEXO shareholders will receive 0.4352 of a share of Tilray common stock in exchange for each HEXO share held. At the effective time, (i) all HEXO equity awards granted under HEXO’s equity compensation plans that are outstanding as of the Effective Time will be adjusted such that the holder thereof will receive Tilray Common Stock, with the number of shares underlying such award (and the exercise price of such award, in the case of options) adjusted based on the Exchange Ratio, and (ii) each of the warrants for HEXO Shares that are outstanding will be adjusted such that the holder thereof will be entitled to receive, upon exercise thereof, Tilray Common Stock after adjustments to reflect the arrangement and to account for the Exchange Ratio. HEXO will pay a termination fee of $2.2 million to Tilray, in case HEXO terminates the transaction.The transaction is subject to HEXO shareholders approval, certain regulatory approvals, court approval, stock exchange approval for the listing of shares shall have been obtained, dissent rights shall not have been exercised with respect to company shares representing in aggregate more than 7% of votes, resignation of directors of HEXO and customary closing conditions. Based on the unanimous recommendation of the Special Committee, the Board of Directors of HEXO have unanimously approved the transaction. Each of the HEXO's independent directors, senior officers and other senior employees have entered into voting and support agreements to vote their HEXO shares in favor of the transaction. As of May 10, 2023, HEXO has obtained an interim order from the Ontario Superior Court of Justice. The special meeting of shareholders of HEXO is scheduled to be held on June 14, 2023. It is currently anticipated that the Arrangement will be completed before the end of June 2023. The transaction is expected to close in June 2023. The transaction is accretive to the results of Tilray. As of June 1, 2023, HEXO has closed a private placement offering structured in the following manner: (i) $11.5 million, consisting of 11,500,000 Series 1 Special Shares to be issued by HEXO on closing of the Offering (Tranche 1), and (ii) $13.5 million, to be held in escrow and entitling the holder to receive, without any additional consideration, 13,500,000 Series 1 Special Shares of the Company immediately following the satisfaction or waiver of the applicable release conditions (Tranche 2), representing in the aggregate and subject to satisfaction of said release conditions 25,000,000 Series 1 shares of special stock in the capital of HEXO (the “Series 1 Special Shares”) for aggregate gross proceeds of up to $25,000,000. In connection with the Arrangement Amendments, HEXO and Tilray have also agreed to amend the Waiver and Amendment Agreement entered into on April 10, 2023 (“Waiver and Amendment Agreement”). The Waiver and Amendment Agreement provides for, among other things, a waiver by Tilray of, and the amendment to, certain covenants under the amended and restated senior secured convertible note due 2026 issued by the Company and held by Tilray (the “Amended Senior Secured Note”) to mitigate the risk of covenant breaches by HEXO until the consummation of the Arrangement and to allow HEXO to use existing cash resources to satisfy the Company’s ongoing payment and contractual obligations and operate its business, in consideration for the payment of certain cash and non-cash consideration by HEXO to Tilray as previously disclosed. The consent and amendment to the Waiver and Amendment Agreement agreed to in connection with the Arrangement Amendments (the “Consent and Amendment to the Waiver and Amendment Agreement”) provides for, among other things, Tilray’s agreement that in consideration for payment of $100,000 by the Company to Tilray, the minimum liquidity threshold set out in Section 9(M) of the Amended Senior Secured Note is reduced from $4,000,000 to US$1 for the duration of the applicable Waiver Period (as defined in the Waiver and Amendment Agreement). As of June 14, 2023, common shareholders of HEXO Corp. approved the previously announced arrangement agreement with Tilray Brands, Inc. As of June 19, 2023, the Ontario Superior Court of Justice has granted the final order in connection with the transaction.Haywood Securities Inc. acted as fairness opinion provider to the special committee if HEXO. Christopher Giordano of DLA Piper LLP (US) and Russel Drew of DLA Piper (Canada) LLP acted as legal advisors to Tilray. Amar Leclair-Ghosh and Elliot Shapiro of Norton Rose Fulbright Canada LLP acted as legal advisors to HEXO. Dan Daviau, Jamie Nagy, Mark Silvestre, Kevin Romano, and Matthias Eyford of Canaccord Genuity Group Inc. acted as financial advisor to Tilray Brands, Inc. Pacific Stock Transfer Company and Odyssey Trust Company acted as transfer agents to Tilray. TSX Trust Company acted as transfer agent to HEXO. Kingsdale Advisors acted as proxy solicitor to HEXO and HEXO will pay fees of approximately $50,000 to Kingsdale Advisors for proxy solicitation services in addition to certain out-of-pocket expenses. Canaccord Genuity Corp. and ATB Capital Markets Inc. acted as financial advisors to the Company with respect to the Private Placement.Tilray Brands, Inc. (NasdaqGS:TLRY) completed the acquisition of HEXO Corp. (TSX:HEXO) on June 22, 2023. Transaction closed following confirmation that all conditions precedent to the completion of the Arrangement had been satisfied. Tilray also issued 19,551,282 Tilray Shares in consideration for the acquisition of the 25 million issued and outstanding Series 1 Preferred Shares. Each preferred share of HEXO outstanding immediately prior to the Effective Time was transferred to Tilray in exchange for 0.7805 of a share of Common Stock. As a result of the Arrangement, HEXO is a wholly-owned subsidiary of Tilray Brands. As such, it is expected that the HEXO Common Shares will be delisted from the TSX and Nasdaq promptly.
